between IT freelance supplied by an IT Staff agency and a website design consultancy/developer.
BETWEEN
[Print name of freelance] ("the Consultant") of [insert address] and;
[Print name of website design agency] a company incorporated in England under number [insert co. registered number] whose registered office is at [insert registered office] ("the Company");
WHEREAS:
(1) The Company has made arrangements with [insert name of IT staff agency] ("the Agency") for the Consultant to be made available to the Company for the purpose of providing certain technical and other services; and
(2) The Consultant accepts that the Company requires an understanding with the Consultant as regards copyright, confidentiality and related matters.
The parties have now agreed as follows:
1. The following words will have the meanings shown:
1.1 Agreement means this agreement;
1.2 Deliverables means all software, materials, goods, services or advice produced by the Consultant for the Company or its customer(s) in the course of providing the Services including without limitation software, artistic material, literary material, designs, specifications and data, whether created by the Consultant solely or jointly with others;
1.3 Information means the Deliverables and all financial data, sales information, trade secrets, research data, products/systems information and other information belonging to the Company or its clients or prospective clients (whether generated under this Agreement or not) that may be disclosed to the Consultant;
1.4 Rights means all worldwide intellectual property, physical property and other rights including without limitation copyright, design, trade mark and patent rights and database rights, whether any of these rights are registered or unregistered; and
1.5 Services means all services provided to the Company by the Consultant pursuant to arrangements between the Agency and the Company, whether such services are provided before or after the date of this Agreement.
2. By way of consideration for the Consultant's entry into this agreement, the Company agrees to pay the Consultant the sum of £1, receipt of which the Consultant acknowledges by signing below.
3. Unless agreed otherwise in writing between the Company and the Consultant:
3.1 the Company shall retain ownership of all Rights, of whatever nature, in all documents or other material, data or information provided to the Consultant in the course of the Services. For the avoidance of doubt, the Company shall not be deemed to have granted the Consultant any right or licence in respect of the said documents or other material, data or information other than for the purposes of providing the Services;
3.2 the Consultant hereby assigns all Rights in the Deliverables to the Company with full title guarantee and for the full term of the Rights therein including any renewals or extensions;
3.3 the Consultant warrants that the Deliverables:
(a) will not infringe any third party rights of any kind nor shall they breach confidentiality, be defamatory or be in any other way contrary to law; and
(b) will be original and created specifically for the Company.
3.4 The Consultant will return to the Company forthwith on the Company's request any of the Deliverables or any other property of the Company or its clients or prospective clients in the possession of the Consultant at any time.
4. Confidentiality
4.1 The Information will be treated by the Consultant as confidential and shall not without the Company's prior written consent be either used for any purpose outside the project on which the Consultant is working for the Company at the time the Information comes to the knowledge of the Consultant or be disclosed to any third party except to the extent that the Information:
a) is in the public domain at the time of disclosure;
b) goes into the public domain other than through breach of this Agreement by the receiving party;
c) is received by the receiving party from a third party, which is not restricted by virtue of any obligations as to confidentiality in respect hereto.
Signed by [insert name of Consultant] …………………………………
Date: ………………………………………………
Print name: ……………………………………….
Signed by and on behalf of [insert name of the Company]
Date: ………………………………………………
Print name: ……………………………………….
Job title: ……………………………………………….
